4.4 Legal risk - Scor

Amendment #7 to the retrocession agreement aims to:
• allow SCOR Global P&C SE to yearly rebill SCOR SE 50% of its expenses linked to catastrophic obligations
sponsored by SCOR Global P&C SE already issued as well as all future issuances of catastrophic obligations
which SCOR Global P&C SE could conclude on behalf of the Group; allow SCOR SE to benefit from the
protection from catastrophic obligations in the event of a circumstance outlined in the issuance of obligations
of ATLAS IV.
The obligations resulting from amendment #7 to the retrocession agreement took effect on 1 January 2012.
The retrocession agreement, as amended, gave rise to the payment of MEUR 78.6 to SCOR Global P&C during the
financial year 2012.
2. With BNP Paribas
Related Persons
Mr. Denis Kessler as Chairman and Chief Executive Officer of SCOR SE and as member of the board of directors of
BNP Paribas.
Nature and purpose
Stand-By Letter of Credit Facility Agreement with BNP Paribas dated 23 December 2008, as amended.
Terms
On 30 October 2012, the Board of Directors of SCOR SE authorized the signature by SCOR SE of the amendment #4
to the Facility Agreement concluded on 23 December 2008 with BNP Paribas in order to subrogate SCOR Global Life
Reinsurance Ireland PLC to the rights and obligations of SCOR International Reinsurance [Ireland] PLC resulting from
the merger of these two companies taking effect on 1 January 2013.
The Facility Agreement, as amended, gave rise to the payment of USD 275,000 during the 2012 financial year.
3. With Mr. Denis Kessler, Chairman and Chief Executive Officer of your company
Related Persons
Mr. Denis Kessler as Chairman and Chief Executive Officer of SCOR SE.
Nature and purpose
Commitments for the benefit of Mr. Denis Kessler.
Terms
The Board of Directors, at its meetings of 4 May and 27 July 2011, in accordance with articles L. 225-38 and L. 225-42-
1 of the French Commercial Code, and upon the recommendation of the Compensations and Nominations Committee,
renewed the commitments for the benefit of the Chairman and Chief Executive Officer, which had been decided by the
Board of Directors on 21 March 2006 and amended on 12 December 2008. These commitments to the Chairman and
Chief Executive Officer have been approved under the fifth resolution adopted at the Mixed Shareholders' Meeting of 3
May 2012, and are described in Appendix B - Report of the Chairman of the Board of Directors on the conditions for
preparing and organizing the work of the Board and on internal control procedures and risk management in accordance
with Article L. 225-37 of the French Commercial Code.
Pursuant to a decision dated 26 July 2012, taken in accordance with Article L. 225-42-1 of the French Commercial
Code and with the provisions of Article L. 225-40 of the French Commercial Code, the Board of Directors of the
Company has authorized, based on the recommendations of the Compensations and Nominations Committee of 25
July 2012, and in accordance with the decision of the Board of Directors dated 3 May 2012 and the subsequent
commitments made by the Chairman and Chief Executive Officer during the Mixed Shareholder's Meeting of 3 May
2012, the adoption of an amendment to the regulated agreement relating to the commitments made for the benefit of
the Chairman and Chief Executive Officer, the terms of which are outlined below, with respect notably to the
compensation elements taken into account for the indemnity to be granted to Mr. Denis Kessler in case of his forced
departure from the SCOR Group, as well as the performance conditions which this indemnity is subject to.
In the event that the Chairman and Chief Executive Officer is dismissed for fault or following a manifestly negative
performance of the Company (the non-realization of the performance condition (C_n) defined below for at least two of
the three preceding years), no indemnity will be paid to the Chairman and Chief Executive Officer.
In the event of a forced departure or a revocation ad nutum typically due to diverging views on the strategy of the
Group, the Chairman and Chief Executive Officer will benefit from an indemnity limited to the amount of fixed and
variable compensation paid to him during the last twenty-four months preceding the date of his departure from the
Group. The payment of this indemnity shall be subject to the satisfaction of the performance condition (C_n) defined
below for at least two of the last three fiscal years preceding the date of departure of the Chairman and Chief Executive
Officer.
In the event that the Chairman and Chief Executive Officer is dismissed or his departure is imposed due to a hostile
offer resulting in a change of control in the SCOR Group, the Chairman and Chief Executive Officer will benefit from an
indemnity limited to the amount of fixed and variable compensation paid to him by the Group during the last twenty-four
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